Terms of Service
Service Contract
Zeno SEO (the Company) provides its services to you, the Client, subject to these terms and conditions. By using the Company’s services, you are entering into a legally binding contract based on these terms and conditions.
1. Provision of the Service
1.1 This Contract sets out the terms on which the Company will provide the Service to the Client. The Service consists of search engine optimisation and is comprehensively defined in the Specification below.
1.2 The Company shall provide the Service for a period of six months from the date of this Contract.
1.3 The Company shall provide the Service with the due skill, care and diligence to be reasonably expected of a competent contractor providing services of the type, size and scope of the Service.
1.4 The Client should report any problems as soon as possible, giving full details, dates and times, to the following email address: info@zenoseo.com. The Company will work with the Client to resolve the problem to the Client’s satisfaction where possible.
1.5 The Client shall allow the Company, for the purposes of this Contract:
1.5.1 administrative and/or back-end access to the Client’s website, and permission to make changes to the website;
1.5.2 access to all statistics, including but not limited to traffic data, which are relevant to the provision of the Service;
1.5.3 use of the Client’s intellectual property where the Company considers it necessary for the provision of the Service.
1.6 The Client agrees not to use spammy Black-hat techniques including but not limited to doorway pages, redirects, cloaking, keyword stuffing, paid links and link farms. If unsure as to whether any technique or action is covered by this clause, the Client will consult the Company before using such technique or carrying out such action.
2. The Specification
2.1 The Service may include some or all of the following components, provided on a monthly basis:
2.1.1 initial research and analysis, and discussion thereof with the Client;
2.1.2 keyword research;
2.1.3 on page optimization, which may include changing page titles, meta tags, header tags, adding a blog, content analysis and/or content writing;
2.1.4 off-page optimization, which may include one-way link building, social bookmarking, article and press release writing, and/or participation in social media;
2.1.5 creation and submission of a sitemap in XML;
2.1.6 setting up of Google Yahoo & Bing webmaster tools, Google analytics setup, and/or robots.txt setup;
2.1.7 other standard checks as agreed; and
2.1.8 consultancy service, including advice and/or recommendations, as discussed and agreed from time to time.
2.2 Notwithstanding the above, the Company reserves the right in its sole discretion to begin or cease carrying out any of the above activities from time to time.
3. Payment
3.1 The Contract Price shall consist of a fee specified by the Company, inclusive of VAT, to be paid as directed by the Company.
3.2 The Company will submit (an) invoice(s) to the Client at an email address specified by the Client. All invoices must be paid within 7 days of receipt of such emailed invoice.
3.3 The Company reserves the right to charge interest at the rate of 8% above the Bank of England base rate on any payments not received by the due date.
3.4 The Client shall not use any dispute, discontinuation of its website, claim and/or counterclaim as reason for withholding of any payment due under this Contract.
3.5 The Price shall be reviewed by the Company from time to time at its discretion, subject to agreement between the parties.
4. Termination
4.1 The Company reserves the right to terminate this Contract at any time with immediate effect.
4.2 The Client may terminate this Contract at any time on giving the Company two months’ notice in writing.
4.3 Upon termination of this Contract, all provisions of this Contract which in order to give full effect to their meaning need to survive termination shall do so.
5. Warranties and Liability
5.1 The Client’s website and its search engine acceptance or rankings may be affected by external factors including but not limited to search engine policies and changes thereto. As such, the Client acknowledges that the Company cannot guarantee that the Client’s web pages will be accepted or indexed or continue to be accepted or indexed by any search engines or that they will appear or continue to appear in any particular position in any search engine results.
5.2 The Company makes no warranties or representations:
5.2.1 or guarantee of any particular result, outcome or performance;
5.2.2 whether express, implied or statutory, with respect to the Service, including, without limitation, any implied warranties of merchantability, accuracy, fitness for a particular purpose, or non-infringement. No oral or written information or advice given by the Company or its employees shall create a warranty;
5.2.3 that optimised content provided by it will be viewable by or function correctly with all browser software;
5.2.4 that its provision of the Service will be uninterrupted or error free or will not cause any damage or corruption to any hardware, software, network, system, data or other property belonging to the Client.
5.3 The Client warrants that any and all intellectual property provided by it to the Company pursuant to this Contract is owned by the Client or the Client has the owner’s written permission to use it, and will indemnify and keep indemnified the Company and its subcontractors from any liability, claim, loss, damage or expense arising out of the use of such intellectual property.
5.4 The Company accepts no liability whatsoever for any loss, claim, damage, expense or injury arising from or in connection with the provision of the Service, whether in tort, contract, strict liability or otherwise, except for liability arising out of gross negligence or wilful misconduct.
5.5 The Company shall not be liable for any lost profits, lost opportunity, indirect, special, exemplary, consequential, incidental or punitive damages whatsoever, even if advised of the possibility of such damages.
5.6 The Client shall be responsible for keeping its data and data files secure and for taking back-up copies of its data and data files and verifying the functionality of such back-up copies. The Company shall not be liable for the loss of, damage to, or alteration of data or data files of the Client arising out of the provision of the Service.
5.7 The Company’s liability for matters in relation to which liability by law cannot be excluded or limited shall not be excluded or limited. Except as aforesaid, any other liability of the Company under this Contract shall not in aggregate exceed the amount paid to the Company under this Contract.
6. Confidentiality
6.1 Neither of the parties shall disclose to a third party nor use for any purpose other than to fulfil its obligations under this Contract information received from the other party in whatever form under or in connection with this Contract without prior written permission. The Company may disclose such information to its employees, agents or subcontractors to be used solely for the purpose of this Contract.
6.2 The parties further agree that the terms and provisions of this Contract shall remain Confidential.
6.3 The obligation contained in clauses 6.1 and 6.2 above shall not apply to any such information which:
6.3.1 was in the public domain at the time of the disclosure of such information or later became part of the public domain without breach of these confidentiality obligations;
6.3.2 was in the possession of the party receiving confidential information prior to the disclosure;
6.3.3 the receiving party can demonstrate as having received from a third party and such receipt does not constitute a breach of any confidentiality undertaking of the third party; or
6.3.4 can be shown to have been independently developed by personnel of the receiving party having no access to the information.
7. General
7.1 To the extent any applicable law, treaty, or regulation is in conflict with this Contract, the conflicting terms of this Contract shall be superseded only to the extent necessary by such law, treaty, or regulation. If any provision of this Contract shall be otherwise unlawful, void, or otherwise unenforceable, that provision shall be enforced to the maximum extent permissible. In either case, the remainder of this Contract shall not be affected.
7.2 The validity, construction and performance of this Contract shall be governed by the law of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.
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